Qingdao Sentury Tire Co.Ltd(002984)
About the third meeting of the third board of directors of the company
Independent opinions on relevant matters
In accordance with the rules for independent directors of listed companies, the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association of Qingdao Sentury Tire Co.Ltd(002984) (hereinafter referred to as the “articles of association”) and the working system of Qingdao Sentury Tire Co.Ltd(002984) independent directors, as independent directors of Qingdao Sentury Tire Co.Ltd(002984) (hereinafter referred to as the “company”), based on independent With a prudent and objective position, we carefully reviewed the relevant proposals in the third meeting of the third board of directors of the company and issued independent opinions as follows:
1、 Independent opinion on self evaluation report on internal control in 2021
We have carefully reviewed the company’s self-evaluation report on internal control in 2021 and learned about the company’s actual internal control. The self-evaluation report on internal control in 2021 issued by the company truly and objectively reflects the actual situation of the company’s current internal control system construction, internal control system implementation and supervision, The existing internal control system and its implementation comply with the requirements of relevant laws and regulations and normative documents of corporate governance, which can effectively ensure the standardized operation of the company, prevent and control the business risks of the company and ensure the orderly operation of the company.
We agree to the proposal on the self evaluation report on internal control in 2021.
2、 Independent opinions on the allowance standard of directors and the remuneration of senior managers of the company
The company’s director’s allowance standard and senior management’s salary in 2022 have been reviewed and approved at the first meeting of the third remuneration and assessment committee of the company, and the review procedures comply with the provisions of relevant laws and regulations and relevant systems of the company; The salary scheme conforms to the salary level of the industry in which the company is located, conforms to the actual operation situation of the company, is conducive to the long-term development of the company, and does not damage the rights and interests of the company and minority shareholders.
We agree to the proposal on the company’s director’s allowance standard and senior management’s remuneration in 2022, and agree to submit the proposal on the company’s director’s allowance standard to the general meeting of shareholders for deliberation.
3、 Independent opinions on the company’s special report on the deposit and use of raised funds in 2021
The company’s special report on the deposit and use of raised funds in 2021 truly, accurately and completely reflects the deposit and use of raised funds in 2021, without any false records, misleading statements or major omissions. The deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies. There is no violation of the deposit and use of raised funds, and there is no change or change in the investment direction of raised funds and damage to the interests of shareholders, especially small and medium-sized shareholders.
We agree to the proposal on the special report on the deposit and use of raised funds in 2021 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on profit distribution plan in 2021
The profit distribution plan of the company complies with the requirements of the company law, accounting standards for business enterprises, notice on further implementation of matters related to cash dividends of listed companies, regulatory guidelines for listed companies No. 3 – cash dividends of listed companies and the articles of association, complies with the company’s profit distribution policy, and fully considers the interests and reasonable demands of the majority of investors, It matches the company’s business performance and future development, conforms to the company’s development plan, and does not damage the interests of minority shareholders.
We agree to the proposal on profit distribution plan for 2021 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the prediction of daily connected transactions in 2022
The daily related party transactions of the company strictly follow the market transaction principle of “openness, fairness and impartiality”. The daily related party transactions in 2021 meet the actual production and operation conditions and development needs of the company. The transaction pricing is fair, fair and impartial, and the actual amount of related party transactions is less than the expected amount of the whole year, which does not harm the interests of the company and minority shareholders. The company’s estimate of the amount of daily related party transactions in 2022 is based on the needs of the company’s business development and production and operation, and the transaction pricing follows the principles of objectivity, fairness and fairness. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, and there is no business dependence on related parties due to related party transactions. When the board of directors of the company considers the above connected transactions, the connected directors withdraw from voting. The decision-making procedures of the above connected transactions comply with the provisions of relevant laws and regulations and the articles of association, and the decision-making procedures are legal and effective.
We agree to the proposal on the prediction of daily connected transactions in 2022 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the special instructions on the occupation of the company’s funds by the company’s controlling shareholders and other related parties and the company’s external guarantee
During the reporting period, the capital transactions between the company and the controlling shareholders and other related parties strictly complied with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and the relevant provisions of Shenzhen Stock Exchange, and there was no occupation of non operating funds by the controlling shareholders and other related parties, There are no funds occupied by related parties in previous years and accumulated to December 31, 2021.
During the reporting period, the company did not provide guarantees for the controlling shareholders, actual controllers and their related parties, nor did it provide guarantees for the controlling shareholders, actual controllers and their related parties that occurred in the previous period and continued to the reporting period. As of December 31, 2021, the company has not provided external guarantees for companies other than subsidiaries.
Independent directors: Xu Wenying, song Xiliang, Li Xin February 14, 2022
